Page 103 - MEDIASET ESPAÑA / 2012. Financial Statements, Management and Corporate Governance Report

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FINANCIAL STATEMENTS, MANAGEMENT AND CORPORATE GOVERNANCE REPORT. 2012
9.2. Policy on treasury shares
Within the scope of the authorization given at the General Meeting, the Company’s Board of Directors shall
be responsible for drawing up specific plans for the acquisition or disposal of treasury shares.
9.3. General principles guiding trading in treasury shares
Trading in treasury shares shall conform to the following principles:
9.3.1. Compliance with regulations
All Affected Persons are obliged to know and comply with the applicable internal regulations and
procedures.
9.3.2. Purpose
The overriding objective of trading in treasury shares is to provide investors with the adequate mar-
ket liquidity and depth for its securities and to minimize any possible temporary imbalances arising
between market demand and supply. Under no circumstances shall trading be engaged in with a view
to intervening in the free formation of prices.
9.3.3.Transparency
Transparency in dealings with the stock exchange supervisory and regulatory bodies in connection
with treasury share transactions shall be monitored.
9.3.4. Insider information
Under no circumstances may persons who have had access to insider information on the related
securities and instruments trade in treasury shares.
9.3.5. Neutrality in price formation
Intervention shall be neutral and under no circumstances may a dominant position be held in the
market.
9.3.6. Brokerage
The Telecinco Group companies shall channel all trading in Company shares through a limited num-
ber of market members. Prior to any trading the Company shall inform the CNMV in a confidential
manner of the designated member and also of any replacement thereof. In the event that a frame-
work agreement is executed with any market member governing treasury share dealing, a confidential
copy thereof shall be furnished to the CNMV and to the stock exchange governing bodies.
9.3.7. Counterparty
The Telecinco Group companies shall refrain from buying or selling Company shares where the coun-
terparty is any of the following persons or entities: (i) Telecinco Group companies, (ii) the directors
thereof, (iii) their significant shareholders, or (iv) interposed persons of any of the above. Similarly,
the Telecinco Group companies may not simultaneously hold purchase and sale orders for Company
shares.